Social Agreement

 

On the basis of art. 387., para 1., and in accordance with the art. 388, para 1., of the Business Corporation Act ("National gazette" no. 111/93) the following founders:

 

  1. ISTRIAN COUNTY, Pula, Dršćevka 1, Pazin, represented by the County President, Mr. Stevo Žufić;
  2. CITY OF BUJE, Istarska 2, Buje, represented by the Mayor, Mr. Dino Debeljuh;
  3. CITY OF BUZET, II istarske brigade 11, Buzet, represented by the Mayor, Mr. Boris Sirotić;
  4. CITY OF NOVIGRAD, Veliki trg 1, Novigrad, represented by the Mayor, Mr. Sergio Stojnić;
  5. CITY OF PAZIN, Družbe Sv. ƒÜirila i Metoda 10, Pazin, represented by the Mayor, Mr. Robi Zgrablić;
  6. CITY OF POREƒå, Obala M. Tita 5, Poreč, represented by the Mayor, Mr. Rodoljub Kosić;
  7. CITY OF PULA, Forum 1, Pula, represented by the Mayor, Mr. Giancarlo Župić;
  8. CITY OF ROVINJ; Trg Matteotti 3, Rovinj, represented by the Mayor, Mr. Lido Sošić;
  9. CITY OF LABIN, Titov trg 10, Labin, represented by the Mayor, Mr. Marino Brkarić;
  10. CITY OF UMAG, Trg Slobode 7, Umag, represented by the Mayor, Mr. Vladimir Kraljević;

 

have concluded in Pula, on the day of 14th December 1999 these

 

ARTICLES OF INCORPORATION

 

I. INTRODUCTORY PROVISIONS

Art. 1.

1) On the basis of these Articles of Incorporation (hereinafter: Articles) the founders form the limited liability company (hereinafter Company) ISTARSKA RAZVOJNA AGENCIJA - IDA.
2) These Articles constitute the central act of the Company which sets out the fundamental rules with respect to the legal status and organisation of the Company, leadership and management of the Company and rules on the mutual obligations of the members and the Company.
3) The company is formed by its founders with the purpose to become the promoting, carrying and co-ordinating body for all the activities of development on the territory of the Istrian County.
4) The founders may transfer to the Company certain rights that are of the business corporations whose shares, i.e. participating interests, they own, always on the basis of business contracts and abiding by the governing laws.
5) The founders will endeavour to put certain material resources and rights with which they dispose at the disposal of the Company, always on the basis of conditions defined in separate contracts.

II. FOUNDING MEMBERS

Art. 2.

1) The founders may be, i.e. participating interests in the Company may be owned, only by units of local government and self-government, i.e. other subjects such as trade associations, and non profit institutions and organizations.

  1. ISTRIAN COUNTY, Pula, Dršćevka 1, Pazin, represented by the County President, Mr. Stevo Žufić;
  2. CITY OF BUJE, Istarska 2, Buje, represented by the Mayor, Mr. Dino Debeljuh
  3. CITY OF BUZET, II istarske brigade 11, Buzet, represented by the Mayor, Mr. Boris Sirotić;
  4. CITY OF NOVIGRAD, Veliki trg 1, Novigrad, represented by the Mayor, Mr. Sergio Stojnić;
  5. CITY OF PAZIN, Družbe Sv. ƒÜirila i Metoda 10, Pazin, represented by the Mayor, Mr. Robi Zgrablić;
  6. CITY OF POREƒÜ, Obala M. Tita 5, Poreč, represented by the Mayor, Mr. Rodoljub Kosić;
  7. CITY OF PULA, Forum 1, Pula, represented by the Mayor, Mr. Giancarlo Župić;
  8. CITY OF ROVINJ; Trg Matteotti 3, Rovinj, represented by the Mayor, Mr. Lido Sošić;
  9. CITY OF LABIN, Titov trg 10, Labin, represented by the Mayor, Mr. Marino Brkarić;
  10. CITY OF UMAG, Trg Slobode 7, Umag, represented by the Mayor, Mr. Vladimir Kraljević.

 

 

III. NAME AND REGISTERED OFFICE OF THE COMPANY

Art.3.

1) The Company name is ISTARSKA RAZVOJNA AGENCIJA, company for data processing, consulting and representation, l.l.c.
2) The abbreviated name of the Company is: IDA d.o.o.
3) The company name in the Italian language is: AGENZIA ISTRIANA PER LO SVILUPPO s.r.l.
4) The company name in the English language is: ISTRIAN DEVELOPMENT AGENCY Ltd.

Art. 4.

1) The registered office of the company is at Pula, Flanatička 29.

Art. 5.

1) The company name, the abbreviated name and the registered office of the Company may be changed by a Resolution of the founders at the Company Assembly, while the decision on the change of address of the Company is brought by the Management.
2) The Company may establish a subsidiary which is constituted by a Resolution of the Management.

Art. 6.

1) In performing of its activities the Company uses a stamp whose form, contents and number is decided upon by the Management, and may have and use a special mark (logo) when so decided by the Management.

IV. ACTIVITIES

Art. 7.

1) The Company shall engage in the following activities:

74.13 Market and public opinion research
74.14 Business and management consulting
74.15 Management of holdings
74.84 Other business activities
22.1 Publishing
72 Computer and related activities
74.4. Promoting (advertising and promotion)

  • Setting up and development of financial institutions and financial measures of support to technologically rooted and innovative entrepreneurs;
  • Establishment of co-operation with international and foreign financial institutions for the promotion of technological entrepreneurship (for instance, non investment-grade institutions and similar);
  • Research and development in the field of technical-technological and natural sciences;
  • Technical and consulting assistance with respect to programs of international and interregional co-operation related to technological development and development of innovative entrepreneurship;
  • Promoting of business co-operation, technological transfers and commercialising of research results;
  • Training of consultants for the management and financing of innovations and new technologies;
  • Organisation and mediation in the construction of buildings for business and other purposes (engineering);
  • Representation of foreign companies;

 

 

V. ORIGINAL CAPITAL AND SHARES

Art. 8.

(1) The original capital of the Company amounts to 17.044.000,00 kuna.

Art. 9.

(1) The shares of initial capital of the founders amount to:

  1. ISTRIAN COUNTY, the initial share amounts to 7.208.000,00 kn,
  2. CITY OF BUJE, the initial share amounts to 192.000,00 kn,
  3. CITY OF BUZET, the initial share amounts to 348.000,00 kn,
  4. CITY OF LABIN, the initial share amounts to 732.000,00 kn,
  5. CITY OF NOVIGRAD, the initial share amounts to 198.000,00 kn,
  6. CITY OF PAZIN, the initial share amounts to 432.000,00 kn,
  7. CITY OF POREČ, the initial share amounts to 1.324.000,00 kn,
  8. CITY OF PULA, the initial share amounts to 4.128.000,00 kn,
  9. CITY OF ROVINJ, the initial share amounts 1.270.000,00 kn,
  10. CITY OF UMAG, the initial share amounts to1.212.000,00 kn,

Before the Company was registered in the Court Register every founder paid his portion of the initial share in cash in the amount of at least 1/4 (onequarter) of the initial share, in the following amounts in kune:

No. City/County Shares/1999

  1. Istrian County - 4.000.000,00
  2. Buzet - 48.000,00
  3. Buje - 88.000,00
  4. Labin - 184.000,00
  5. Novigrad - 50.000,00
  6. Pazin - 108.000,00
  7. Poreč - 332.000,00
  8. Pula - 1.032.000,00
  9. Rovinj - 318.000,00
  10. Umag - 304.000,00

TOTAL: 6.464.000,00

The outstanding portion of the initial share shall be paid by every founder into the account of the Company within 5 (five) years from the day of registration of the Company into the Court Register, within 1st June for every year, all according to the following schedule, in kune:

No. County/City Investments in given years: 2000 - 2001 - 2002 - 2003

1. Istrian County - 802.000,00 - 802.000,00 - 802.000,00 - 802.000,00
2. Buje - 36.000,00 - 36.000,00 - 36.000,00 - 36.000,00
3. Buzet - 65.000,00 - 65.000,00 - 65.000,00 - 65.000,00
4. Labin - 137.000,00 - 137.000,00 - 137.000,00 - 137.000,00
5. Novigrad - 37.000,00 - 37.000,00 - 37.000,00 - 37.000,00
6. Pazin - 81.000,00 - 81.000,00 - 81.000,00 - 81.000,00
7. Poreč - 248.000,00 - 248.000,00 - 248.000,00 - 248.000,00
8. Pula - 774.000,00 - 774.000,00 - 774.000,00 - 774.000,00
9. Rovinj - 238.000,00 - 238.000,00 - 238.000,00 - 238.000,00
10. Umag - 227.000,00 - 227.000,00 - 227.000,00 - 227.000,00

TOTAL: 2.645.000,00 - 2.645.000,00 - 2.645.000,00 - 2.645.000,00

With respect to the above, the day of registration in the Court Register, regardless of when the same has been submitted to the founders shall be considered that day upon which the Court issued its Confirmation on Registration into the Court Register.

VI. PARTICIPATING INTERESTS AND LEDGER OF PARTICIPATING INTERESTS

Art. 10.

1) The participating interests of the founders are proportional to the number of shares subscribed and therefore the participating interests of the founders amount to:

No. City/County Structure (%)

1. Istrian County 42,29
2. Buzet - 1,13
3. Buje - 2,04
4. Labin - 4,29
5. Novigrad - 1,17
6. Pazin - 2,53
7. Poreč - 7,77
8. Pula - 24,22
9. Rovinj - 7,45
10. Umag 7,11

TOTAL 100,00

2) A founder may hold several participating interests.

Art. 11.

1) The Management is responsible for the keeping of the ledger of participating interests. The ledger of participating interests is kept as prescribed by Law.

Art. 12.

1) The transfer of a participating interest between the members is limited by the right of preemption of the members of the Company.
2) A member may transfer his participating interest in the Company in full or in part, to a person that is not a member of the Company provided he obtains previous consent from the other members of the Company.
3) Should the case as under paragraph 2) arise, the member that wishes to transfer a part or whole of his participating interest shall be required to advise his intent to the other members and the Management via registered mail, stating his intent, price and conditions of sale.
4) The Management may refuse to grant its consent for transfer of the participating interest on the following grounds:

  • if within 30 (thirty) days from the day of receipt of the written proposal by registered mail one or several of the members state in writing their intent to purchase the offered participating interest or a part thereof;
  • should the Management find that the transfer of such a participating interest or a part thereof to a person that is not a Company member be detrimental for the Company, its members or creditors;
  • should the participating interest be transferred to a natural person or a business corporation.

5) Should several members of the Company state their willingness to purchase, then they may execute their right in proportion to the participating interests in their property at the moment in which such participating interest is offered for sale. Should the parties agree otherwise such other agreement will be valid.
6) Should no reasons for withholding of consent from paragraph 4) above arise, or should no member of the Company purchase the offered participating interest or a part thereof within 14 days from the expiry of the right of preemption, then the Management will issue a written consent to the offering member for the transfer of his participating interest or a part thereof. The consent must state the name of the person that will acquire the participating interest and the amount of the participating interest so acquired.
7) The participating interest may not be transferred to a third party under more favourable conditions than those offered to the members of the Company.

Art.13.

1) The withdrawal of a participating interest is allowed in the Company provided that prior consent is granted by the Company Assembly for which a majority of at least 2/3 (two thirds) of the given votes is necessary, and providing it does not result in decrease of the original capital.

Art. 14.

1) A member of the Company may withdraw if valid reasons exist.
2) Such member must submit to the Management of the Company notification of his withdrawal in writing by registered mail stating the reason of withdrawal.
3) The Management will convene the Assembly at which the validity of the reasons for withdrawal will be taken into consideration and by a unanimous vote of all the other members of the Company it shall be decided whether or not such consent for withdrawal will be given.
4) When the member of the Company obtains the consent for withdrawal from the Company his participating interest will be credited to the other members of the Company as all having equal rights to it or in rates proportional to the amounts of their participating interests or, if other members are not interested in the purchase such part of the withdrawing member’s participating interest, such participating interest will be sold entirely to such a member that has expressed his interest, and the member so acquiring the participating interest shall pay to the withdrawing member the market value of his participating interest at the time of withdrawal, as prescribed by the law.
5) The payment will be effected within the date defined by the Company i.e. the acquiring member and the withdrawing member, however the Company, i.e. the acquiring member need not accept a period shorter than 6 months.

Art. 15.

1) A company member may be excluded from the Company should he gravely breach the dispositions of the present Articles, cause proven and obvious material damage, gravely hinder the work of the Company, or hinder the rights of other members in the Company, or should he not respect the resolutions of the Company or these Articles, and should he be in breach of Art. 9, paragraph 2. as set out in these Articles.
2) The decision on the exclusion is brought by the Company Assembly by a majority of 2/3 (two thirds) of given votes.
3) The participating interest of the excluded member shall be transferred to the remaining members of the Company in proportion to their participating interests. The company member has the right to receive remuneration for the participating interests so transferred from the other members in proportion to the participating interest they have acquired.
4) Should the company member be excluded due to the breach of Art. 9, para. 2 above, his participating interest will be accrued to the other members of the Company in proportion with their participating interests, provided that they undertake the obligation to pay into the account of the Company the amount due by the so acquired participating interest, in proportion with their participating interest within 1 (one) year from the day of bringing of the resolution on the exclusion of such member.
Should, upon the expiry of the said period, some of the members of the Company fail to make their payment, the exclusion procedure will apply.

VII. COMPANY BODIES

Art. 16.

1) The company bodies are the Assembly and the Management.

VII/Assembly

Art. 17.

1) The Assembly is composed by all of the members of the Company who are represented by their legal representatives.

Art. 18.

The Assembly resolves on:

  1. on the financial reports of the Company, use of the profits and covering of losses;
  2. requests for payment of initial shares;
  3. nomination and revoking of the Management;
  4. distribution and withdrawal of participating interests, granting of consents, transfer of participating interests or a part thereof to third parties, withdrawal and exclusion of members from the Company;
  5. nomination and revoking of attorneys-in-fact;
  6. measures for the supervision and control over the operation of the Company;
  7. nomination of auditors;
  8. amendments and additions to the Articles of Incorporation;
  9. termination of the Company and appointment of a liquidator;
  10. nomination of legal representatives in court proceedings if the Company may not be represented by the Management;
  11. upon proposal the Management brings the Deeds and the Documents as listed in Art. 29.;
  12. other issues defined in these Articles and the law, if Management was not given competence over them.

 

 

Art. 19.

1) The Management convenes the Company Assembly by submitting the Notice of meeting to the Company members stating the place of meeting, time of meeting and the agenda of the meeting, via registered mail or direct presentation of the Notice, receipt of which must be confirmed, either via fax or telegram, provided that at least 7 days shall pass from the day of submitting of the Notice to the post office or the day of direct presentation or sending of Notice to the member, to the day of the Assembly.
2) Any member may require that other issues be put on the agenda. Such request must be made in writing, stating the reasons for putting of such issue on the agenda, and must be submitted within 3 days from receipt of the Notice of meeting.
3) The Assembly will convene in the registered office of the Company.
4) The Assembly will be presided over by a representative of one of the members who shall be nominated at the first Assembly and who shall act as President of the Assembly until revoked.
5) The Assembly shall decide upon revocation of the President upon proposal of at least 10% of the capital represented at the Assembly, and the resolution on the revocation of the President will be passed by majority of the given votes.

Art. 20.

1) The Assembly shall pass a valid resolution if at least half of the initial capital of the Company is present in the persons of its members or their representatives, however, should these Articles or the law prescribe otherwise, then the latter will apply.

Art. 21.

(1) The Assembly will pass its resolutions by the majority of given votes, unless these Articles or the law do not prescribe otherwise for special resolutions.
(2) The number of votes of the Company members are established as follows:

1. ISTRIAN COUNTY, 42,29%;
2. CITY OF BUJE, 1,13%;
3. CITY OF BUZET, 2,04%;
4. CITY OF NOVIGRAD, 1,17%;
5. CITY OF PAZIN, 2,53%;
6. CITY OF POREČ, 7,77%;
7. CITY OF PULA, 24,22%;
8. CITY OF ROVINJ, 7,45%;
9. CITY OF LABIN, 4,29%;
10. CITY OF UMAG, 7,11%

Art. 22.

1) The resolutions brought at the Assembly and those brought in writing must without delay be deposited in the Company Ledger that shall be kept by the Management.

VII/Management

Art. 23.

1) The Management will consist of one person - the Company Director.
2) The founders nominate Lorencin Darko, from Medulin, Munida 14 (Personal Identity Number 0506970363018) as Company Director.
3) The Assembly may nominate a Deputy Director by a special written resolution.

Art. 24.

1) The nominated Director shall submit a written statement given in front of a Notary Public stating that he accepts the nomination and that there are no impediments, provided by law or these Articles, to his nomination.

Art. 25.

1) The Director is responsible for the management of the Company.
2) In accordance with the law and these Articles the Director determines the business policy of the Company, brings plans and programs within the defined business policy, sets up the organisation of the Company, manages its operation, keeps the business books of the Company and reports to the Assembly, and within the authorities defined above brings the necessary decisions and documents, if the law or these Articles haven’t expressly put such responsibilities under the competence of the Assembly, decides on the rights and obligations related to the employment of the Company employees.
3) The Director may convene the Assembly when he deems it might be beneficial for the Company.

Art. 26.

1) The Director represents the Company individually and independently.
2) The Director may release a written Power of Attorney granting representation of he Company to other persons in the Company or outside.
3) The Assembly may prescribe internal limitations of the right of representation, to the the Director, Deputy Director if/when nominated, or other persons empowered to represent the Company. Such limitations shall not be entered into the Court Register and will not apply towards third parties. The persons nominated in this paragraph will be obliged to abide by the so prescribed limitations and shall respond to the Company members for any damage that the Company may sustain for reason of their breach of so prescribed limitations.

VIII. DURATION AND TERMINATION OF THE COMPANY

Art. 27.

1) The company is constituted for an indefinite time.

IX. PROFIT

Art. 28.

1) The profit made by the Company is established at the end of the business year on the basis of the annual calculation of the business results in observance of the laws in force, and will be distributed to the members in proportion with their participating interests, provided that the Assembly passes the resolution on such distribution by the majority of 4/5 of the given votes.

X. COMPANY DOCUMENTS AND OPERATION

Art. 29.

The Company brings forth the following documents:

  • Long term, medium term and short term plan of operation;
  • Rules on Quality Control of the projects supported by the Company;
  • Rules on management of funds and resources;
  • Rules on conditions and methods of investment of capital into specific projects;
  • Rules on conditions and criteria for the selection of permanent associates and consultants.

Art. 30.

As a rule, the Company does not hire employees for the execution of consulting activities from its scope of operation but hires external associates.

XI FINAL PROVISIONS

Art. 31.

1) These Articles will come into force and effect on the day of registration of the Company into the Court Register except for the provisions that define the nomination of the Company Director which come into effect at the moment of execution of these Articles.

Art. 32.

1) The original articles will be such articles that have been adopted by the competent bodies of the members of the Company and that have been signed by such members’ legal representatives and certified by a notary public.
2) One of the originals of the Articles and any amendments and additions to the Articles will be kept in the registered office.
3) The Company will be obliged to release a transcript or a copy of the Articles and their amendments and additions to the members upon their request.

 

Istrian County

City of Pazin

City of Buje

City of Poreč

City of Buzet

City of Pula

City of Labin

City of Rovinj

City of Novigrad

City of Umag

Calendar

Istarska zupanija ISO
http://hr.kompass.com
Search